Sep 26, 2022
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Frasers acquires more MySale shares, makes mandatory cash offer

Sep 26, 2022

Frasers Group had an update on its offer to buy MySale on Monday with some shareholders accepting its offer, despite the board having rebuffed it.


The company made its 2p per share offer on 17 August and MySale’s directors urged shareholders not to accept on 16 September, saying the price didn’t “reflect adequate value or premium for control of MySale and therefore undervalues MySale and its prospects”.

The Monday announcement was partly that Frasers has received an irrevocable commitment from Jackson Family Capital Pty Limited to sell 103,745,000 MySale Shares.

That’s the entire holding controlled by Carl Jackson. The former non-executive chairman of MySale had quit his post due to “conflicts arising in his role as a director of MySale with his personal position as a substantial MySale Shareholder”. He’d told the board that he intended to accept the offer.

In addition, Frasers has received an irrevocable commitment from Jamie Jackson to sell a further 62,145,385 shares at 2p each, again being all of the shares currently held by or on behalf of Jamie Jackson.

What does it mean though? Well, after those purchases, Frasers “is now interested in 481,276,224 MySale Shares, representing 48.5% of the voting rights” of the company.

The other piece of news related to a mandatory cash offer. Given that the Australia- and New Zealand-focused business is listed on the London Stock Exchange, the UK Takeover Code’s rules apply. And under Rule 9, Frasers is now required to make that mandatory cash offer for the shares not already held by it or by “any persons acting in concert with it”.

It’s now going to seek to acquire additional MySale Shares by means of market or other purchases and in accordance with the Takeover Code”.

It isn’t willing to raise its offer and if it buys any shares on the open market it shouldn’t have to stump up much more cash given that they’re trading only marginally above the offer price.

The UK group said that it believes its offer “will provide MySale Shareholders with the opportunity to achieve an immediate liquidity event”. It also reiterated that it thinks its offer price is a fair one.

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